<PAGE>
CONFIRMING COPY
Registration No. 333-00528
_______________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________
FIRST WESTERN BANCORP, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 25-1461570
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 East Washington Street
New Castle, Pennsylvania 16103
(Address of principal executive offices) (Zip Code)
FIRST WESTERN BANCORP, INC.
INCENTIVE STOCK OPTION PLAN FOR KEY OFFICERS
(Full title of the plan)
Thomas S. Mansell
Senior Vice President, Assistant Secretary and Legal Counsel
First Western Bancorp, Inc.
101 East Washington Street
New Castle, Pennsylvania 16103
(Name and address of agent for service)
(412) 652-8550
(Telephone number, including area code, of agent for service)
<PAGE>
CALCULATION OF REGISTRATION FEE
=======================================================================
TITLE AMOUNT PROPOSED PROPOSED AMOUNT OF
OF TO BE MAXIMUM MAXIMUM REGISTRATION
SECUR- REGIS- OFFERING AGGREGATE FEE
ITIES TERED PRICE OFFERING
TO BE PER PRICE(1)
REGIS- SHARE(1)
TERED
-----------------------------------------------------------------------
Common 150,000 $26.75 $4,012,500 $1,383.62
Stock, shares
par
value
$5.00 per
share
=======================================================================
(1) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h). The fee is calculated on the
basis of the average of the high and low prices for the Registrant's
Common Stock reported on the Nasdaq Stock Market on January 15, 1996.
_______________________________________________________________________
<PAGE>
EXPLANATORY NOTE
First Western Bancorp, Inc.'s earlier Registration Statement on
Form S-8 (File No. 33-50372), filed with the Securities and Exchange
Commission on August 3, 1992 and pertaining to the First Western
Bancorp, Inc. Incentive Stock Option Plan for Key Officers is
incorporated herein by reference. This incorporation is made pursuant
to General Instruction E of Form S-8 regarding the registration of
additional securities of the same class as other securities for which
there has been filed a Registration Statement on Form S-8 relating to
the same employee benefit plan.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the Common Stock to which this Registration
Statement relates has been passed upon for First Western Bancorp, Inc.
(the "Company") by Thomas S. Mansell, Senior Vice President, Assistant
Secretary and Legal Counsel of the Company. Mr. Mansell is paid a
salary by the Company, participates in benefit plans of the Company,
including the Plan, and owns 62,660 shares of the Common Stock of the
Company.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith or incorporated by
reference as part of this Registration Statement:
EXHIBIT NO. DESCRIPTION
------------ -----------
4.1 Articles of Incorporation of First Western Bancorp,
Inc. (incorporated by reference to Exhibit 3.1 to
the Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31 31, 1993 (Commission
File No. 0-13882)).
4.2 Bylaws of First Western Bancorp, Inc. (incorporated
by reference to Exhibit 3.1 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended
June 30, 1995 (Commission File No. 0-13882)).
4.3 First Western Bancorp, Inc. Incentive Stock Option
Plan for Key Officers, as amended.
5.1 Opinion of Thomas S. Mansell, Senior Vice
President, Assistant Secretary and Legal Counsel of
First Western Bancorp, Inc., as to the legality of
the securities being registered.
23.1 Consent of Deloitte & Touche.
23.2 Consent of Thomas S. Mansell, Senior Vice
President, Assistant Secretary and Legal Counsel of
First Western Bancorp, Inc. (included in opinion
filed as Exhibit 5.1).
II - 1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8
and has duly caused this amendment to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in
the City of New Castle, Commonwealth of Pennsylvania, on this 16th day
of January, 1996.
FIRST WESTERN BANCORP, INC.
By: /s/ Thomas J. O'Shane
--------------------
Thomas J. O'Shane
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following
persons in the capacities and on the date(s) indicated:
Signature Capacity Date
---------- --------- -----
/s/ John R. McKinley Chairman of the Board; January 16, 1996
--------------------- Director
John R. McKinley
/s/ Thomas J. O'Shane President and Chief January 16, 1996
---------------------- Executive Officer;
Thomas J. O'Shane Director; Principal
Executive Officer
/s/ Robert H. Young Senior Vice President - January 16, 1996
--------------------- Finance, Secretary and
Robert H. Young Treasurer; Principal
Financial Officer
/s/ Kenneth J. Romig Vice President, January 16, 1996
---------------------- Controller
Kenneth J. Romig Principal Accounting Officer
/s/ Wendell H. Boyd Director January 16, 1996
----------------------
Wendell H. Boyd
/s/ James M. Campbell Director January 16, 1996
----------------------
James M. Campbell
/s/ Robert N. Chambers Director January 16, 1996
-----------------------
Robert N. Chambers
II - 2
<PAGE>
Signature Capacity Date
---------- --------- -----
/s/ Robert C. Duvall Director January 16, 1996
---------------------
Robert C. Duvall
/s/ Louis J. Kasing, Jr. Director January 16, 1996
------------------------
Louis J. Kasing, Jr.
/s/ John W. Lehman, M.D. Director January 16, 1996
-------------------------
John W. Lehman, M.D.
/s/ Thomas S. Mansell Senior Vice President, January 16, 1996
------------------------- Legal Counsel and
Thomas S. Mansell Assistant Secretary;
Director
/s/ Floyd H. McElwain Director January 16, 1996
-------------------------
Floyd H. McElwain
/s/ Richard C. McGill Director January 16, 1996
-------------------------
Richard C. McGill
/s/ John P. O'Leary, Jr. Director January 16, 1996
-------------------------
John P. O'Leary, Jr.
/s/ Harold F. Reed, Jr. Director January 16, 1996
-------------------------
Harold F. Reed, Jr.
/s/ John W. Sant Director January 16, 1996
--------------------------
John W. Sant
II - 3
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION SEQUENTIAL PAGE NUMBER
------------ ------------ -----------------------
4.1 Articles of Incorporation of
First Western Bancorp, Inc.
(incorporated by reference to
Exhibit 3.1 to the Registrant's
Quarterly Report on Form 10-Q
for the quarter ended March 31,
1993 (Commission File No. 0-13882)).
4.2 Bylaws of First Western Bancorp,
Inc. (incorporated by reference
to Exhibit 3.1 to the Registrant's
Quarterly Report on Form 10-Q
for the quarter ended June 30,
1995 (Commission File No. 0-13882)).
4.3 First Western Bancorp, Inc. 7
Incentive Stock Option Plan for
Key Officers, as amended.
5.1 Opinion of Thomas S. Mansell, 20
Senior Vice President, Assistant
Secretary and Legal Counsel of
First Western Bancorp, Inc., as to
the legality of the securities
being registered.
23.1 Consent of Deloitte & Touche. 21
23.2 Consent of Thomas S. Mansell,
Senior Vice President, Assistant
Secretary and Legal Counsel of First
Western Bancorp, Inc. (included
in opinion filed as Exhibit 5.1).
II - 4
Exhibit 4.3
FIRST WESTERN BANCORP, INC.
INCENTIVE STOCK OPTION PLAN FOR KEY OFFICERS
(AS AMENDED EFFECTIVE FEBRUARY 21, 1995)
I. Purpose
--------
The purpose of this Incentive Stock Option Plan for Key
Officers ("Plan") is to promote the long range growth and
profitability of First Western Bancorp, Inc. (the
"Company") and to enhance shareholder value by encouraging
diligence, loyalty, and competence among key employees and
officers of the Company through offering to such employees
the opportunity to acquire shares of the Company's Common
Stock and thus participate in the enhanced value generated
by their efforts.
II. Definitions
-----------
The following terms shall have the meaning shown unless
the context clearly indicates otherwise:
2.1 "Board of Directors" means the Board of Directors
of the Company.
2.2 "Code" means the Internal Revenue Code of 1986, as
the same shall be amended from time to time.
2.3 "Committee" means the plan administrator provided
for in paragraph 3.1 of this Plan.
2.4 "Common Stock" means the common stock, currently
of par value $5 per share, of the Company, except
as otherwise provided in paragraph 8.8 of the
Plan.
2.5 "Fair Market Value" as of any date means the fair
market value of one share of Common Stock, as
determined by the Committee in good faith based on
(a) the average between the high and the low
prices of actual sales of Common Stock on such
date as reported on any stock exchange on which
the Common Stock is then listed or any quotation
system approved by the National Association of
Securities Dealers then reporting sales of Common
Stock, or if no actual sales of Common Stock are
reported on such date then (b) the average of the
bid and asked prices for Common Stock as reported
as of such date on any stock exchange on which the
<PAGE>
Common Stock is then listed or any quotation
system approved by the National Association of
Securities Dealers then reporting such bid and
asked prices or, of there be no recent bid or
asked prices then (c) as determined by the
Committee in good faith pursuant to the principles
of Section 422 of the Code and Regulations issued
thereunder based on trading information,
appraisals, or other financial data as the
Committee deems to be relevant.
2.6 "ISOs" means stock options granted by the
Committee, which at the time granted, are intended
to qualify as incentive stock options under
Section 422 of the Code.
2.7 "Non-Statutory Options" means stock options
granted by the Committee, which at the time
granted, are not intended to qualify as ISOs.
2.8 "Options" means any rights to purchase shares of
Common Stock granted pursuant to Article V of this
Plan including both ISOs and Non-Statutory
Options.
2.9 "Performance Options" means ISOs and/or Non-
Statutory Options that become exercisable only
upon the attainment of performance goals or that
are otherwise designed to relate to the attainment
of such goals.
2.10 "Plan" means this Incentive Stock Option Plan for
Key Officers, as the same shall be amended from
time to time.
2.11 "Subsidiaries" means any corporation which, on the
date of determination, qualifies as a subsidiary
corporation of the Company under Section 424(f) of
the Code (or any similar provision hereinafter
enacted).
2.12 "Ten Percent Stockholder" means any stockholder
who at the time an ISO is granted owns (within the
meaning of section 424(d) of the Code) more than
ten percent of the voting power of all classes of
stock of the Company or any Subsidiary of the
Company, or of any parent of the Company as parent
is defined in Section 424(e) of the Code (or any
similar provision hereafter enacted).
- 2 -
<PAGE>
III. Administration
--------------
3.1 Plan Committee. The Plan shall be administered by
a Committee designated by the Board of Directors
of the Company and consisting of not fewer than
three members of the Board of Directors who are
"disinterested directors" within the meaning of
Securities and Exchange Commission Rule 16b-3 (or
any successor rule or regulation of the Securities
and Exchange Commission), who are "outside
directors" within the meaning of Section 162(m) of
the Code and who are non-employees of the Company
or any of its Subsidiaries. Unless the Board of
Directors specifically designates otherwise, the
Compensation Committee of the Board of Directors
shall constitute the Committee.
3.2 Authority of the Committee. The Committee shall
have the authority, in its sole discretion, from
time to time:
(a) Subject to Article V, to grant Options
provided for in this Plan and set the price
to be paid for the Common Stock subject to
the Option;
(b) To prescribe such limitations, restrictions,
terms, and conditions upon any such award of
Options as the Committee deems to be
appropriate in granting such award;
(c) To determine the periods during which Options
may be exercised and to accelerate the
exercisability of outstanding Options as it
may deem to be appropriate;
(d) To adopt, amend, and rescind rules and
regulations relating to this Plan and to
interpret the Plan and to interpret
agreements entered into granting Options
pursuant to this Plan; and
(e) To make other determinations and to take all
other actions necessary or advisable for the
implementation and administration of the
Plan.
3.3 Finality of Committee Action. All actions of the
Committee taken in good faith shall be final,
conclusive,and binding upon all persons affected
by the action or decision of the Committee. No
member of the Committee shall be liable for any
such action taken or any decision made or any
- 3 -
<PAGE>
award granted pursuant to the Plan provided such
action, decision, or award was made in good faith.
IV. Participation
-------------
4.1 Persons Eligible. The Committee may grant options
under this Plan to any officer or key employee of
the Company or of any Subsidiary of the Company.
In granting such Options and determining the
amount, form, limitations, restriction, terms, and
conditions of such award, the Committee shall give
consideration to the functions and responsibility
of the awardee, his or her potential contributions
to the profitability, sound growth, and
shareholder value of the Company along with such
other factors as the Committee may, in its
discretion, deem to be relevant.
4.2 Maximum Limits. The aggregate Fair Market Value
of the shares of Common Stock (determined at the
time an ISO is granted) with respect to which ISOs
first become exercisable by one individual
optionee during any calendar year, under this Plan
and all other stock option plans of the Company
and its Subsidiaries, if any, shall not exceed
$100,000. Any Options otherwise exercisable that
because of the previous sentence cannot be fully
exercised as ISOs shall be considered Non-
Statutory Options. Options in respect of no more
than 75,000 shares of Common Stock may be granted
to any eligible employee in any calendar year.
V. Grant of Options
----------------
5.1 Terms and Conditions. The grant of an Option
pursuant to this Plan shall be evidenced by a
written agreement entered into by the Committee on
behalf of the Company and accepted in writing by
the awardee of the Option. All Options granted
pursuant to this Plan shall be subject to the
terms and conditions set forth in this Article V
and to such other terms and conditions which the
Committee may deem to be appropriate, not
inconsistent with the Plan:
(a) Exercise Period. The term of each Option
shall be for such time period as the
Committee shall determine, but for not more
than ten years from the date of the grant of
the Option; provided however, that in the
case of an ISO granted to an individual who
at the time of the grant is a Ten Percent
Stockholder, such period shall not exceed
- 4 -
<PAGE>
five years from the date of the grant. In
granting an Option, the Committee shall
determine whether the Option will be a
Performance Option and when and under what
circumstances each portion of that Option
shall become exercisable and shall set forth
in the agreement a schedule describing the
exercisability of such Option in such manner
as the Committee deems to be appropriate.
Unless the Committee specifically determines
otherwise, no Option shall become exercisable
prior to the date which is six months
following the date on which the Option was
granted.
(b) Option Price. The option price per share for
Common Stock covered by any Option granted by
the Committee ("Option price") shall be
determined by the Committee at the time of
the grant thereof but in no event shall such
option price be less than the Fair Market
Value of the shares of Common Stock subject
to such Option on the date the Option is
granted; provided, however, that in the case
of an Option granted to a Ten Percent
Stockholder the Option price shall not be
less than 110% of the Fair Market Value of
the shares of Common Stock subject to such
Option on the date granted.
(c) Exercise of Options. An Option may be
exercised from time to time by written notice
from the holder of the Option to the Company of
such holder's intent to exercise the Option with
respect to a specified number of shares. The
specified number of shares will be issued and
transferred to the Option holder upon receipt by
the Company of both such notice and payment in
full for such shares.
As an alternate to the procedures set forth in
the paragraph immediately preceding, the Company
may provide that an Option holder may exercise
the Option by delivery of an irrevocable notice
of exercise executed by the Option holder and
accompanied by payment in full of the Option
price by the broker of the Option holder
containing an irrevocable instruction to the
company to deliver the shares of Common Stock
issuable upon exercise of the Option promptly
to the Option holder's broker for the Option
holder's account, provided that such exercise
would not subject the Option holder to liability
under Section
- 5 -<PAGE>
16(b) of the Securities Exchange Act of 1934
(the "Exchange Act").
(d) Payment of Option Price Upon Exercise. Each
stock option agreement shall provide that the
Option price of the shares with respect to
which an Option shall be exercised shall be
paid to the Company at the time of exercise
(except as otherwise provided in subparagraph
(c) above in (i) cash, (ii) whole shares of
Common Stock already owned by the option
holder, valued at their Fair Market Value on
the day immediately preceding the date of
exercise, (iii) a combination of such cash
and Common Stock, or (iv) such other form of
consideration as the Committee may, in its
sole discretion, determine to be acceptable.
(e) Exercise of the Option in the Event of
Termination of Employment, Retirement,
Disability, or Death.
(i) If an Option holder ceases to be
employed by the Company or by any of its
Subsidiaries for any reason other than
retirement, disability, or death, unless such
termination is with permission of the Company
or follows a "change of control" event
described in Article VII below, such person's
Options whether or not exercisable at the
time of termination of employment, shall
automatically terminate on such date unless
the Committee has, in its sole discretion,
either provided in the stock option agreement
that Options exercisable at termination of
employment shall continue to be exercisable
for a stated period of time, or determined in
its sole discretion at the time of
termination of employment that Options
exercisable at such time may continue to be
exercised, provided, however, that in no
event shall any Option be exercisable after
the expiration of the exercise period set
forth in paragraph 5.1(a) above.
(ii) The Committee may, in its sole
discretion, in granting Options pursuant
to this Plan, include in the stock
option agreement granting such Options,
such provisions as the Committee may
deem to be advisable with respect to the
Option holder's right to exercise
Options subsequent to retirement with
the consent of the Company, termination
of employment with the consent of the
Company, or subsequent to the Option
- 6 -
<PAGE>
holder's termination of employment by
reason of disability (within the meaning
of Section 22(e)(3) of the Code);
provided, however, that the period by
which an Option may be exercised after
such termination due to retirement or
termination with the consent of the
Company shall not exceed three months
from the date of termination; and
provided further that the time to
exercise any Options in the event of
termination due to disability shall not
exceed 12 months; and provided further
that in no event shall any Option be
exercisable after the fixed termination
date set forth in the stock option
agreement pursuant to paragraph 5.1(a)
of this Plan.
(iii) Unless the Committee provides
otherwise in the stock option agreement,
if a "change of control" event described
in Article VII should occur, all Options
exercisable by the Option holder who was
at the time of the "change of control"
event an employee of the Company or of
any of its Subsidiaries, parent or
affiliates shall remain exercisable by
the holder (or by his estate, as the
case may be) for three months following
termination of employment with the
Company or any of its Subsidiaries,
parent or affiliates, unless a longer
exercisable period is available under
other provisions of this paragraph 5.1,
but in no event for a period extending
beyond the fixed termination date set
pursuant to paragraph 5.1(a) of this
Plan.
(iv) The Committee may provide in the
stock option agreement pursuant to which
Options are granted that, in the event
the Option holder should die either
while in the employment of the Company
or any of its Subsidiaries, or while
such Option holder has the right to
exercise Options under the preceding
paragraphs (i) and (ii), such Options
may be exercised by the personal
representative of the Option holder's
estate to the extent such Options would
have been exercisable at the time of the
holder's death, and such personal
representative may exercise such Options
- 7 -
<PAGE>
for a period set forth in the agreement
(or granted by the Committee following
the holder's death) but in no event for
a period exceeding the shorter of one
year following the Option holder's death
or the period for exercise as set forth
in the stock option agreement pursuant
to paragraph 5.1(a) above, whichever
period first expires. To the extent a
person would otherwise be a transferee
of the Option through the Option
holder's estate under his will or laws
of descent and distribution, such
person, in lieu of the exercise by the
personal representative, may exercise
such Options.
(f) If a person holding an Option should engage
in competition with the Company or with any
of its Subsidiaries, the Committee, in its
discretion may terminate all outstanding
Options held by such person, whether or not
such Options are then exercisable.
5.2 Designation of Options. Each stock option
agreement shall designate whether the Options
granted thereunder are ISOs or Non-Statutory
Options. Except as otherwise expressly provided
in the applicable stock option agreement, each
provision of this Plan and of each stock option
agreement relating to an Option designated as an
ISO, shall be construed so that such Option
qualifies as an ISO, and any provision that cannot
be so construed shall be disregarded.
VI. Aggregate Limitation on Shares of Common Stock
----------------------------------------------
6.1 Number of Shares of Common Stock.
(a) The number of shares of Common Stock that can
be purchased pursuant to Options issued under this
Plan shall not exceed 397,277 shares, subject to
such adjustments as may be made pursuant to
paragraph 8.8. Shares of Common Stock which may
be issued pursuant to Options granted under this
Plan may be either authorized and unissued shares
of Common Stock or authorized and issued shares of
Common Stock held by the Company as treasury
shares.
(b) Any shares of Common Stock subject to an
Option which for any reason either terminates
unexercised or expires shall again be available
for issuance under this Plan during the life of
the Plan.
- 8 -
<PAGE>
(c) Any shares of Common Stock surrendered to the
Company by an Option holder in connection with the
exercise of an Option shall be cancelled and shall
not be available for use in connection with the
Plan or otherwise by the Company.
VII. Change in Control. For purposes of the Plan, regardless
of any schedule as to when Options to purchase shares can
be exercised, such Options shall become fully and
immediately exercisable upon any of the following events
for holders of Options who have not ceased to be employed
by the Company or by any of its Subsidiaries at the time
of such event:
(a) Upon the Board of Directors learning that an
outside party, or group of persons acting together
in concert, has acquired 25% or more of the Common
Stock.
(b) Upon the commencement of a tender offer to acquire
50% or more of the Common Stock of the Company.
(c) Upon the approval of the Board of Directors of a
reorganization plan under which the Company is to
be merged, consolidated, or otherwise combined (or
its assets purchased) so that shareholders of the
Company following such reorganization shall own
less than a majority of the shares carrying voting
rights in such surviving or acquiring corporation.
(d) The Board of Directors approves any liquidation of
substantially all assets or any distribution of
assets of the Company or of a subsidiary of the
Company when such assets being distributed have a
value equaling or exceeding 30% of the value of
the assets of the Company prior to such
distribution.
(e) One-third or more of the membership of the Board
of Directors consists of members not recommended
for membership by the Company or the Board of
Directors.
VIII. Miscellaneous
-------------
8.1 General Restrictions. Any Options granted under
this Plan shall be subject to the requirement
that, if at any time the Committee shall determine
that any listing or registration of the shares of
Common Stock, or any consent or approval of any
governmental body or agency, or any other
agreement or consent is necessary or desirable as
a condition of the granting of an award or
issuance of Common Stock in satisfaction thereof,
- 9 -
<PAGE>
such award or such issuance may not be consummated
unless such requirement is satisfied in a manner
acceptable to the Committee.
8.2 Non-Assignability. No Option granted under this
Plan shall be assignable or transferable by the
holder of such Option except by will or laws of
descent and distribution and then only to the
extent provided for under paragraph 5.1(e)(iii).
During the life of the holder of an Option, any
Option shall be exercisable only by such holder.
8.3 Withholding Taxes
-----------------
(a) The Committee shall have the right to require an
Option holder to remit to the Company an amount
sufficient to satisfy any federal, state, and
local withholding tax requirements. The
Committee's determination of when tax withholding
is due and the amount of such withholding shall be
conclusive. The Company may delay the issuance of
shares of Common Stock otherwise issuable
hereunder pending the satisfaction of the
withholding obligation by an Option holder. If an
Option holder should sell, transfer, assign, or
otherwise dispose of shares of Common Stock
acquired by him upon the exercise of an ISO within
two years after the date on which the ISO was
granted or within one year after the receipt of
the shares of Common Stock by such person, such
person, even if not then an employee of the
Company, shall promptly notify the Company of such
disposition and the Company shall have the right
to require such person to remit to the Company the
amount necessary to satisfy any federal, state,
and local tax withholding requirements imposed by
reason of such disposition.
(b) Amounts to which the Company is entitled pursuant
to paragraph 8.3(a) may be paid, at the election
of the Option holder and with the approval of the
Committee, either (i) in cash, withheld from the
Option holder's salary or other compensation paid
by the Company or any Subsidiary of the Company,
or (ii) by electing to have withheld from the
shares of Common Stock otherwise issuable to such
person upon exercise of an Option that number of
shares having a Fair Market Value on the exercise
date equal to the amount of tax the Company is
entitled to withhold, provided, however, that such
withholding of shares would not subject the option
holder to liability under Section 16 of the
Exchange Act. An option holder's election to have
withheld shares of Common Stock that are otherwise
- 10 -
<PAGE>
issuable shall be in writing, shall be irrevocable
upon approval by the Committee, and shall be
delivered to the Committee prior to the Option
exercise date.
8.4 Investment Representation. Upon demand by the
Committee, the holder of an Option shall deliver
to the Company at the time of any exercise of any
Option a written representation that the shares to
be acquired are to be acquired for investment and
not for resale or with the view to the
distribution thereof. Upon such demand, delivery
of such representation prior to the delivery of
any shares shall be a condition precedent to the
right of the option holder (or such other person
qualified to purchase shares) to purchase such
shares.
8.5 No Right to Employment. Nothing in this Plan or
in any agreement entered into pursuant to this
Plan shall confer upon any person the right to
continue in the employment of the Company or any
Subsidiary thereof nor affect any right which the
Company or any Subsidiary thereof may have to
terminate the employment of such person.
8.6 Non-Uniform Determinations. The Committee's
determinations under this Plan (including without
limitation the Committee's determinations of the
persons to receive Options, the form, amount, and
time of such awards of Options, and the terms and
provisions of such awards) need not be uniform as
to the same person and need not be uniform among
different persons and the awards may be made by
the Committee selectively among persons who
receive or who are eligible to receive awards of
Options under this Plan, whether or not such
persons are similarly situated.
8.7 No Rights as Stockholders. Persons granted
Options under this Plan shall have no rights as
stockholders of the Company with respect to such
Options unless and until certificates for shares
of Common Stock are issued to such persons.
8.8 Adjustments of Stock. In the event of any change
or changes in the outstanding Common Stock of the
Company by reason of any dividend,
recapitalization, reorganization, merger,
consolidation, split-up, combination or any other
transaction which the Committee determines would
substantially dilute or enlarge the rights of
Option holders, the Committee shall appropriately
adjust the number of shares of Common Stock which
may be issued under the Plan, the number of shares
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<PAGE>
of Common Stock subject to Options theretofore
granted under this Plan, the Option price of such
Options, and any and all other adjustments deemed
appropriate by the Committee to prevent dilution
or enlargement of the rights granted to holders of
Options. New option rights may be substituted for
Options granted under the Plan or the Company's
duties as to Options outstanding under the Plan
may be assumed by a parent or by another
corporation in connection with any merger,
consolidation, acquisition, separation,
reorganization, liquidation, or like occurrence in
which the Company is involved. In the event of
such substitution or assumption, the term Common
Stock, as defined in paragraph 2.4 of this Plan,
shall thereafter include the stock of the
corporation granting such new option rights or
assuming the Company's duties as to such Options.
8.9 Amendment or Termination of the Plan. The Board
of Directors, without further approval of the
stockholders, may at any time terminate this Plan
or any part thereof and may from time to time
amend this Plan in any way as the Board of
Directors may deem advisable; provided, however,
that any amendment to the Plan that would
materially increase the rights of the grantee of
an Option must be approved by the Company's
stockholders before the grantee of an Option may
exercise any such increased rights. The
termination or amendment of this Plan shall not,
without the consent of an Option holder, adversely
effect such option holder's rights under an award
previously granted.
8.10 Term of the Plan. Unless previously terminated
pursuant to paragraph 8.9 above, this Plan shall
terminate on the tenth anniversary of the date on
which the Plan became effective, i.e., will
terminate on January 20, 2001, and no Options may
be granted on or after such date.
8.11 Issuing Shares. The obligation of the Company to
issue or transfer and deliver shares for Options
exercised under the Plan shall be subject to:
(a) The effectiveness of a registration statement
under the Securities Act of 1933, as amended, with
respect to such issue or transfer, if deemed
necessary or appropriate by counsel for the
Company;
(b) The condition that the shares of Common Stock
authorized to be issued hereunder shall have been
listed (or authorized for listing upon official
- 12 -
<PAGE>
notice of issuance) upon each stock exchange on
which outstanding shares of Common Stock may then
be listed, and
(c) All other applicable laws, regulations, rules and
orders which shall then be in effect.
- 13 -
Exhibit 5.1
January 18, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C.
Ladies and Gentlemen:
I am Senior Vice President, Assistant Secretary and
Legal Counsel of First Western Bancorp, Inc., a Pennsylvania
corporation ("First Western"), and in such capacity I have acted
as counsel to First Western in connection with the Registration
Statement on Form S-8 (the "Registration Statement") that is
being filed with the Securities and Exchange Commission pursuant
to the Securities Act of 1933, as amended, covering an aggregate
of 150,000 shares (the "Shares") of First Western's Common Stock,
par value $5.00 per share (the "Common Stock"), which may be
issued to certain key officers of First Western upon the exercise
of options granted pursuant to the First Western Bancorp, Inc.
Incentive Stock Option Plan for Key Officers (the "Plan").
In such capacity I have reviewed the Registration Statement
and the Plan, the corporate documents of First Western, the
corporate proceedings of First Western with respect to
authorization and approval of the Plan and the proposed
issuance, and such other documents and records as I have deemed
necessary as a basis for my opinion set forth below.
Based on the foregoing, I am of the opinion that:
(a) First Western is duly incorporated and validly existing
under the laws of the Commonwealth of Pennsylvania and
has an authorized capital consisting of 20,000,000
shares of Common Stock, and 4,000,000 shares of
Preferred Stock, without par value.
(b) The Shares have been duly authorized and reserved for
issuance pursuant to the Plan, and the Shares, when so
issued, will be validly issued, fully paid and
nonassessable.
<PAGE>
I hereby consent to the filing of this opinion as Exhibit
5.1 to the Registration Statement and to the reference to me in
the Registration Statement under the heading "Interest of Named
Experts and Counsel."
Very truly yours,
/s/ Thomas S. Mansell
---------------------
THOMAS S. MANSELL
Senior Vice President
Assistant Secretary & Legal
Counsel
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 27, 1995,
appearing in the Annual Report on Form 10-K of First Western
Bancorp, Inc. for the year ended December 31, 1994.
/s/ Deloitte & Touche LLP
Pittsburgh, Pennsylvania
January 17, 1996
